The CEO of Discovery Communications earned $156 million in pay last year

President and CEO
Discovery Communications David Zaslav speaks onstage at Discovery
Communications TCA Winter 2015 at The Langham Huntington Hotel
and Spa on January 8, 2015 in Pasadena,
California.Alberto E. Rodriguez/Getty
Images for Discovery Communications

Discovery Communications president and CEO David Zaslav's 2014
compensation package was worth $156.08 million, compared with
$33.3 million in 2013 and $49.9 million in 2012.

The value of his compensation package rose more than 360 percent
from 2013 to become one of the biggest in corporate America in
recent years as the head of the cable networks company got big
stock and options awards for signing a new long-term
employment contract in January 2014 designed to keep him at
Discovery through 2019, a regulatory filing late Friday shows.

Last year, media mogul John Malone also gave the CEO
voting and purchase rights to Malone's big voting stake in
Discovery in case Malone can't vote or ever decides to sell his
stock.

Zaslav received stock awards in 2014 that were valued at nearly
$94.6 million when granted, according to the Discovery filing,
providing the biggest boost over the previous year. The CEO had
in 2012 gotten $25.3 million in stock awards, while in 2013 he
didn't receive any.

His option awards were $50.5 million in 2014 compared with $22.5
million in 2013 and $15.8 million in 2012. Zaslav is incentivized
to stay at the company to benefit from the awards as they vest
over time and is also incentivized to ensure a strong company
performance. The big, onetime stock and option awards will not
recur through the rest of Zaslav's contract, with awards instead
set to return to normalized levels.

His salary remained unchanged at $3 million, while nonequity
incentive plan compensation rose from $5.8 million to nearly $6.1
million. "Other" compensation, including basic life insurance,
disability and long-term care coverage and 401k matching
contributions, dropped from $2.0 million in 2013 to $1.9 million
in 2014.

"The board had several goals with Mr. Zaslav’s new contract,"
Discovery said in a regulatory filing. "In addition to
recognizing the substantial value he already has created for the
company, this fixed-term contract secured Mr. Zaslav to a
long-term agreement that provides Discovery certainty and
stability. The contract also allowed the company to structure an
agreement around performance-based long-term equity, ties
materially the vast majority of his compensation to increases in
shareholder value, requires him to hold the majority of the
equity distributed to him beyond the term of his contract (absent
an intervening change in control or termination of
employment), and, through ownership of a significant number of
shares, will further align his interests with those of our
stockholders."

Overall, Zaslav’s six-year contract sees "the vast majority of
compensation delivered in the form of Discovery equity that
directly ties him to Discovery’s long-term performance and
shareholder interests," the filing said. "These performance-based
grants require Discovery to meet financial targets or increase
shareholder value by increasing the share price of Discovery
stock in order to pay out."

It added: "The bulk of Mr. Zaslav’s compensation is tied to
Discovery’s stock performance, in the form of performance-based
restricted stock units and cash- and stock-settled stock
appreciation rights. A significant amount of the equity awards
are made in the first year, vesting over time, with smaller
awards from 2015 to 2018."

The filing highlighted the "large one-time equity award" in 2014
"to drive immediate shareholder alignment and encourage long-term
ownership of our stock." It added: "This contract rewards Mr.
Zaslav for the value he has created and the continued strategic
direction he provides and requires sustained performance over
time for that award to have value. At the end of his contract,
Mr. Zaslav will own a substantial amount of equity of Discovery,
which reinforces his alignment with our shareholders and
encourages long-term ownership of our stock."